Nordstrom (JWN)

Below Investment Grade Rating Event means the
rating on the Notes is lowered by each of the Rating Agencies
and the Notes are rated below Investment Grade by each of the
Rating Agencies on any date from the date of the public notice
of an arrangement that could result in a Change of Control until
the end of the
60-day
period following public notice of the occurrence of a Change of
Control (which period shall be extended so long as the rating of
the Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies); provided that a
Below Investment Grade Rating Event otherwise arising by virtue
of a particular reduction in rating shall not be deemed to have
occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event
hereunder) if any of the Rating Agencies making the reduction in
rating to which this definition would otherwise apply does not
announce or publicly confirm or inform the trustee in writing at
its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have
occurred at the time of the Below Investment Grade Rating Event).

Change of Control means the occurrence of any
of the following:

(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of
all or substantially all of our properties or assets and those
of our subsidiaries taken as a whole to any person
or group (as that term is used in
Section 13(d)(3) of the Exchange Act), other than us or one
of our subsidiaries;

(2) the adoption of a plan relating to our
liquidation or dissolution;

(3) the first day on which a majority of the members
of our Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of
related transactions (including, without limitation, any merger
or consolidation) the result of which is that any
person or group (as that term is used in
Section 13(d)(3) of the Exchange Act), other than us or one
of our wholly-owned subsidiaries, becomes the beneficial owner,
directly or indirectly, of more than 50% of the then outstanding
number of shares of our Voting Stock, measured by voting power
rather than number of shares.

The definition of Change of Control includes a phrase relating
to the direct or indirect sale, transfer, conveyance or other
disposition of all or substantially all of our
properties or assets and those of our subsidiaries taken as a
whole. Although there is a limited body of case law interpreting
the phrase substantially all there is no precise
established definition of the phrase under applicable law.
Accordingly, the ability of a holder of Notes to require us to
repurchase its Notes as a result of a sale, transfer, conveyance
or other disposition of less than all of our properties and
assets and those of our subsidiaries taken as a whole to another
person or group may be uncertain.

Change of Control Repurchase Event means the
occurrence of both a Change of Control and a Below Investment
Grade Rating Event.

Continuing Directors means, as of any date of
determination, any member of our Board of Directors who

(1) was a member of such Board of Directors on the
date of the issuance of the Notes; or

(2) was nominated for election or elected to such
Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors
at the time of such nomination or election (either by a specific
vote or by approval of our proxy statement in which such member
was named as a nominee for election as a director).

Under a recent Delaware Chancery Court interpretation of the
foregoing definition of Continuing Directors, a
board of directors may approve, for purposes of such definition,
a slate of shareholder-nominated directors without endorsing
them, or while simultaneously recommending and endorsing its own
slate instead. It is unclear whether our board of directors,
pursuant to Washington law, is similarly capable of approving a
slate of dissident director nominees while recommending and
endorsing its own slate. If such an action is possible under
Washington law, the foregoing interpretation would permit our
board to approve a slate of directors that included a majority
of dissident directors nominated pursuant to a proxy contest,
and the ultimate election of such dissident slate would not
constitute a Change of Control Repurchase Event that
would trigger your right to require us to repurchase your Notes
as described above.

Fitch means Fitch Ratings.

Investment Grade means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating
categories of Fitch), Baa3 or better by Moodys (or its
equivalent under any successor rating categories of
Moodys) and BBB- or better by S&P (or its equivalent
under any successor rating categories of S&P) or the
equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by us.

Moodys means Moodys Investors
Service Inc.

Rating Agency means (1) each of Fitch,
Moodys and S&P; and (2) if any of Fitch,
Moodys or S&P ceases to rate the Notes or fails to
make a rating of the Notes publicly available for reasons
outside of our control, a nationally recognized
statistical rating organization within the meaning of
Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, selected by us as a replacement agency
for Fitch, Moodys or S&P, as the case may be.

Voting Stock means, with respect to any
person, capital stock of any class or kind the holders of which
are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing
similar functions) of such person, even if the right so to vote
has been suspended by the happening of such a contingency.

Definitions

Below Investment Grade Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

Change of Control means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any person or group (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

(2) the adoption of a plan relating to our liquidation or dissolution;

(3) the first day on which a majority of the members of our Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any person or group (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our wholly-owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting Stock, measured by voting power rather than number of shares.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase substantially all there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale, transfer, conveyance or other disposition of less than all of our properties and assets and those of our subsidiaries taken as a whole to another person or group may be uncertain.

Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

Continuing Directors means, as of any date of determination, any member of our Board of Directors who

(1) was a member of such Board of Directors on the date of the issuance of the Notes; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director).

Under a recent Delaware Chancery Court interpretation of the foregoing definition of Continuing Directors, a board of directors may approve, for purposes of such definition, a slate of shareholder-nominated directors without endorsing them, or while simultaneously recommending and endorsing its own slate instead. It is unclear whether our board of directors, pursuant to Washington law, is similarly capable of approving a slate of dissident director nominees while recommending and endorsing its own slate. If such an action is possible under Washington law, the foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a Change of Control Repurchase Event that would trigger your right to require us to repurchase your Notes as described above.

Fitch means Fitch Ratings.

Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

Moodys means Moodys Investors Service Inc.

Rating Agency means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, Moodys or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization within the meaning ofRule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us as a replacement agency for Fitch, Moodys or S&P, as the case may be.

Voting Stock means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

Below Investment Grade Rating Event means the
rating on the Notes is lowered by each of the Rating Agencies
and the Notes are rated below Investment Grade by each of the
Rating Agencies on any date from the date of the public notice
of an arrangement that could result in a Change of Control until
the end of the
60-day
period following public notice of the occurrence of a Change of
Control (which period shall be extended so long as the rating of
the Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies); provided that a
Below Investment Grade Rating Event otherwise arising by virtue
of a particular reduction in rating shall not be deemed to have
occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event
hereunder) if any of the Rating Agencies making the reduction in
rating to which this definition would otherwise apply does not
announce or publicly confirm or inform the trustee in writing at
its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have
occurred at the time of the Below Investment Grade Rating Event).

Change of Control means the occurrence of any
of the following:

(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of
all or substantially all of our properties or assets and those
of our subsidiaries taken as a whole to any person
or group (as that term is used in
Section 13(d)(3) of the Exchange Act), other than us or one
of our subsidiaries;

(2) the adoption of a plan relating to our
liquidation or dissolution;

(3) the first day on which a majority of the members
of our Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of
related transactions (including, without limitation, any merger
or consolidation) the result of which is that any
person or group (as that term is used in
Section 13(d)(3) of the Exchange Act), other than us or one
of our wholly-owned subsidiaries, becomes the beneficial owner,
directly or indirectly, of more than 50% of the then outstanding
number of shares of our Voting Stock, measured by voting power
rather than number of shares.

The definition of Change of Control includes a phrase relating
to the direct or indirect sale, transfer, conveyance or other
disposition of all or substantially all of our
properties or assets and those of our subsidiaries taken as a
whole. Although there is a limited body of case law interpreting
the phrase substantially all there is no precise
established definition of the phrase under applicable law.
Accordingly, the ability of a holder of Notes to require us to
repurchase its Notes as a result of a sale, transfer, conveyance
or other disposition of less than all of our properties and
assets and those of our subsidiaries taken as a whole to another
person or group may be uncertain.

Change of Control Repurchase Event means the
occurrence of both a Change of Control and a Below Investment
Grade Rating Event.

Continuing Directors means, as of any date of
determination, any member of our Board of Directors who

(1) was a member of such Board of Directors on the
date of the issuance of the Notes; or

(2) was nominated for election or elected to such
Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors
at the time of such nomination or election (either by a specific
vote or by approval of our proxy statement in which such member
was named as a nominee for election as a director).

Under a recent Delaware Chancery Court interpretation of the
foregoing definition of Continuing Directors, a
board of directors may approve, for purposes of such definition,
a slate of shareholder-nominated directors without endorsing
them, or while simultaneously recommending and endorsing its own
slate instead. It is unclear whether our board of directors,
pursuant to Washington law, is similarly capable of approving a
slate of dissident director nominees while recommending and
endorsing its own slate. If such an action is possible under
Washington law, the foregoing interpretation would permit our
board to approve a slate of directors that included a majority
of dissident directors nominated pursuant to a proxy contest,
and the ultimate election of such dissident slate would not
constitute a Change of Control Repurchase Event that
would trigger your right to require us to repurchase your Notes
as described above.

Fitch means Fitch Ratings.

Investment Grade means a rating of BBB- or
better by Fitch (or its equivalent under any successor rating
categories of Fitch), Baa3 or better by Moodys (or its
equivalent under any successor rating categories of
Moodys) and BBB- or better by S&P (or its equivalent
under any successor rating categories of S&P) or the
equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by us.

Moodys means Moodys Investors
Service Inc.

Rating Agency means (1) each of Fitch,
Moodys and S&P; and (2) if any of Fitch,
Moodys or S&P ceases to rate the Notes or fails to
make a rating of the Notes publicly available for reasons
outside of our control, a nationally recognized
statistical rating organization within the meaning of
Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, selected by us as a replacement agency
for Fitch, Moodys or S&P, as the case may be.

Voting Stock means, with respect to any
person, capital stock of any class or kind the holders of which
are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing
similar functions) of such person, even if the right so to vote
has been suspended by the happening of such a contingency.

Definitions

Below Investment Grade Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

Change of Control means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any person or group (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

(2) the adoption of a plan relating to our liquidation or dissolution;

(3) the first day on which a majority of the members of our Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any person or group (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our wholly-owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting Stock, measured by voting power rather than number of shares.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase substantially all there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale, transfer, conveyance or other disposition of less than all of our properties and assets and those of our subsidiaries taken as a whole to another person or group may be uncertain.

Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

Continuing Directors means, as of any date of determination, any member of our Board of Directors who

(1) was a member of such Board of Directors on the date of the issuance of the Notes; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director).

Under a recent Delaware Chancery Court interpretation of the foregoing definition of Continuing Directors, a board of directors may approve, for purposes of such definition, a slate of shareholder-nominated directors without endorsing them, or while simultaneously recommending and endorsing its own slate instead. It is unclear whether our board of directors, pursuant to Washington law, is similarly capable of approving a slate of dissident director nominees while recommending and endorsing its own slate. If such an action is possible under Washington law, the foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a Change of Control Repurchase Event that would trigger your right to require us to repurchase your Notes as described above.

Fitch means Fitch Ratings.

Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

Moodys means Moodys Investors Service Inc.

Rating Agency means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, Moodys or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a nationally recognized statistical rating organization within the meaning ofRule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us as a replacement agency for Fitch, Moodys or S&P, as the case may be.

Voting Stock means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

2.1 Base Salary means, in relation to a Performance Period, the Participants base salary established for the
Performance Period, as reflected in the payroll records of the Company and its subsidiaries.

2.2 Compensation Committee means the Compensation Committee of the Board of Directors of the Company. For purposes of administration of the Plan, the Compensation Committee will consist solely of two or more outside
directors. A director is an outside director if he or she:

(a) is not a
current employee of the Company (or related entities);

(b) is not a former employee of the Company (or related entities) who is receiving compensation for prior services (other than benefits under a tax-qualified pension plan);

(c) was not an officer of the Company (or related entities) at any time; and

(d) is not currently receiving compensation for personal services in any capacity
(e.g., for services as a consultant) other than as a director.

2.3
Cause means misconduct by the Participant, including without limitation any of the following, as determined by the Compensation Committee in the exercise of its discretion:

(a) the Participants breach of a duty to the Company in the course of his or her employment involving fraud, dishonesty, or
disloyalty;

(b) conduct by the Participant that is detrimental,
monetarily or otherwise, to the Company or any of its subsidiaries, or reflects unfavorably on the Company or any of its subsidiaries or on the Participant;

(c) the Participants failure to comply with or to enforce the Companys or any of its subsidiaries employment policies;

(e) the Participants failure to devote his or her full working time and best efforts to performance of his or
her duties to the Company or its subsidiaries; or

(f) the
Participants conviction of, or entry into a plea agreement or similar arrangement with respect to, a felony, other serious criminal offense, or violation of state or federal securities laws.

2.4 Participant means an individual who, with respect to any fiscal year of
the Company, has been: (i) designated by the Companys Board of Directors as being an executive officer of the Company for purposes of Section 16 of the Exchange Act for all or some portion of such fiscal year; and
(ii) designated by the Compensation Committee to participate in the Plan for all or a portion of such fiscal year.

2.6 Performance Measure refers to the performance measures discussed in Section 4.1 of the Plan.

2.7 Performance Milestone means an objective level of performance with
respect to a Performance Measure, the achievement of which may determine the degree of payout of a Performance Bonus Award.

2.8 Performance Period means the fiscal year of the Company, or a shorter period within the fiscal year of the Company that the Compensation Committee
may prescribe for a Participant or group of Participants.

2.9
Plan means this Nordstrom, Inc. Executive Bonus Plan.

2.10
Superior Bonus Opportunity means the percentage of a Participants Base Salary, or predetermined dollar amount, that may be awarded to the Participant upon achievement of the requisite level of performance with respect to a
Performance Measure specified for Superior Performance during a Performance Period.

2.11 Superior Performance means the level of performance with respect to a Performance Measure, achievement of which will result in the Participant achieving the Superior Bonus Opportunity.

2.12 Target Bonus Opportunity means the percentage of a Participants
Base Salary, or predetermined dollar amount, that may be awarded to a Participant upon attainment of the requisite level of performance with respect to a Performance Measure specified for Target Performance during a Performance Period.

2.13 Target Performance means the level of performance with respect to a
Performance Measure, achievement of which will result in the Participant achieving the Target Bonus Opportunity.

2.14 Threshold Bonus Opportunity means the percentage of a Participants Base Salary, or predetermined dollar amount, that may be awarded to a
Participant upon achievement of the requisite level of performance with respect to a Performance Measure specified for Threshold Performance during a Performance Period.

2.15 Threshold Performance means the level of performance with respect to a Performance Measure, achievement of which will result in the
Participant achieving the Threshold Bonus Opportunity. For purposes of the Plan, Threshold Performance is the minimum level of performance which must be achieved by a Participant in order to receive payment of a Performance Bonus Award.